Specialized committees

Under the responsibility of the Board of Directors, the specialized committees have an advisory role. They give the Board the benefit of their opinions and recommendations in preparing its decisions.

Missions

The Strategic Committee examines the Group’s industrial, commercial and financial strategic orientations and checks that the strategy set by the Board of Directors is implemented by the Executive Management. It also examines the main risks factor for the Group and the related internal controls in the following fields: external environment (investor relations, market positions), internal processes (financial resources management, human resources potential, mineral reserves and resources) and management information (management control and financial reporting, capital projects).

The Appointments Committee gives an opinion on the composition of the Board of Directors with respect, in particular, to the shareholding of the Company, the proportion of men and women and the independent status of each Director.

The Compensation Committee also studies the appointment proposals of Directors and members of the Executive Management, their compensation as well as the general compensation and retention policy for top managers (grant of stock subscription or purchase options, or performance shares in the Company).

The Audit Committee examines Imerys’ annual and semi-annual corporate and consolidated financial statements, controls the relevance and consistency of accounting methods and examines the Group’s debt position. It controls the process for producing and disseminating accounting and financial information and supervises related communication policy and procedures and checks the consistency and relevance of published information. This Committee selects and recommends candidates for Statutory Auditor positions. It examines the schedule and results of work by internal and external auditors and by Internal Control. It reviews the Group’s main legal or financial risks and the related internal controls or policies on prevention and insurance. The Audit Committee also supervises the orientations and achievements of the Group’s Sustainable Development policy.

COMPOSITION AS OF MAY, 4th, 2018

Name

Date of 1st appointment

Independent member

STRATEGIC COMMITTEE

Ian GALLIENNE, Chairman

29 April 2010

No

Aldo CARDOSO

2 May 2007

Yes

Odile DESFORGES

4 May 2016

Yes

Paul DESMARAIS III

29 April 2014

No

Colin HALL

4 May 2018

No

Ulysses KYRIACOPOULOS

30 April 2015

No

Martina MERZ

4 May 2018

Oui

Gilles MICHEL

4 May 2018

No

APPOINTMENTS COMMITTEE

Paul DESMARAIS III, Chairman

4 May 2016

No

Ian GALLIENNE

26 April 2012

No

Marion GUILLOU

29 April 2014

Yes

Martina MERZ

3 May 2017

Yes

Marie-Françoise WALBAUM

4 May 2016

Yes

COMPENSATION COMMITTEE

Paul DESMARAIS III, Chairman

4 May 2016

No

Eliane AUGELET-PETIT

1st January 2017

Ian GALLIENNE

26 April 2012

No

Marion GUILLOU

29 April 2014

Yes

Martina MERZ

3 May 2017

Yes

Marie-Françoise WALBAUM

4 May 2016

Yes

AUDIT COMMITTEE

Aldo CARDOSO, Chairman

3 May 2005

Yes

Colin HALL

15 December 2015

No

Lucile RIBOT

4 May 2018

Yes

Marie-Françoise WALBAUM

25 April 2013

Yes

The proportion of independent members in the composition of the Specialized Committees is in accordance with the one -recommended by the AFEP-MEDEF Corporate Governance Code for companies; 2/3 for the Audit Committee and the major part for the Appointments Committee.